15th Mar 2013 11:00
NOTICE IS HEREBY GIVEN pursuant to sections 207 and 210 of The Companies (Guernsey) Law, 2008 as amended (the "Law") and Articles of Incorporation of the Company (the "Articles") that the ANNUAL GENERAL MEETING of the members of JURIDICA INVESTMENTS LIMITED will be held at Bordeaux Court, Les Echelons, St Peter Port, Guernsey on 16 April 2013 at 10.30 am for the purpose of transacting the following business:
Ordinary Business
To consider the following ordinary resolutions of the Company:
1. THAT the Directors' Report, Auditors' Report and Consolidated Financial Statements for the period from 1 January 2012 to 31 December 2012 be received and adopted;
2. THAT the total aggregate remuneration of the Directors of the Company, being $432,493, in respect of the year ended 31 December 2012 be approved;
3. THAT the maximum total aggregate remuneration of the Directors of the Company be increased to £375,000 per annum;
4. THAT Kermit Birchfield be re-elected as a Director of the Company;
5. THAT PricewaterhouseCoopers CI LLP be re-appointed as auditors of the Company;
6. THAT the Directors be authorised to fix the remuneration of the auditors.
Special Business
To consider the following ordinary resolution of the Company:
7. Inaccordance with Article 4(2) of the Articles THAT the Company generally be and is hereby authorised for the purposes of section 315 of the Law to make one or more market acquisitions (as defined in the Law) of ordinary shares in the capital of the Company ("Shares"), provided that:
i. The aggregate maximum number of Shares hereby authorised to be purchased shall be 14.99% of the Company's issued share capital;
ii. The minimum price (exclusive of expenses) which may be paid for a Share is £0.01;
iii. The maximum price (exclusive of expenses) payable by the Company which may be paid for each Share shall not be higher than 10 per cent. above the average of the mid-market values of the Shares for the 5 business days prior to the date the purchase is made;
iv. The authority hereby conferred shall (unless previously renewed or revoked) expire at the earlier of the conclusion of the Company's next annual general meeting or in eighteen (18) months from the date of this resolution;
v. The Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Shares in pursuance of any such contract after such expiry; and
vi. The purchase price may be paid by the Company to the fullest extent permitted by the Law.
The timing of any purchases in accordance with the above authority will be decided by the board of directors of the Company.
Dated 14 March 2013 | By Order of the Board |
Registered Office: Bordeaux Court Les Echelons St Peter Port Guernsey |
Bordeaux Services (Guernsey) Limited Company Secretary |
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. The appointment of a proxy will not preclude a member from being present at the meeting and voting in person if he or she should subsequently decide to do so.
2. A proxy form is enclosed and to be valid proxy forms together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be lodged not later than 48 hours before the time of the meeting with the Company's Registrars at: Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. A proxy delivered to the Company's registered office in accordance with the Articles of Incorporation of the Company shall also be valid.
3. Joint shareholders may attend the meeting but shall not have the right of voting individually but shall elect one of their number to represent them. Any one shareholder may sign a proxy form or poll card on behalf of all joint shareholders. If more than one joint shareholder fills in a proxy form or poll card, the most recent voting instruction of the shareholder named first in the register of members will be accepted, whenever instructions from another joint holder are received.
4. If within fifteen minutes after the time appointed for the meeting a quorum is not present the meeting shall be adjourned and shall stand adjourned for seven days at the same time and place or to such other day and at such other time and place as the Board may determine and no notice of adjournment need be given.
1.
I/We ………………………………………………………………………………………………………………
of …………………………………………………………………………………………………………………
being a member of Juridica Investments Limited, hereby appoint …………………………………………………
…………………………………………………………………………………………………………
or failing him/her/them the Chairman of the meeting as my/our proxy to vote in my/our name and on my behalf at the Annual General Meeting of Juridica Investments Limited to be held on 16 April 2013 at 10:30 a.m. and at any adjournment thereof.
This form is to be used in respect of the resolutions as follows:
FOR | AGAINST | ABSTAIN | |
Resolution 1 - THAT the Directors' Report, Auditors' Report and Consolidated Financial Statements for the period from 1 January 2012 to 31 December 2012 be received and adopted. | |||
Resolution 2 - THAT the total aggregate remuneration of the directors of the Company being $432,493 in respect of the period from 1 January 2011 to 31 December 2012 be approved. | |||
Resolution 3 - THAT the maximum total aggregate remuneration of the Directors of the Company be increased to £375,000 per annum. | |||
Resolution 4 - THAT Kermit Birchfield be re-elected as a director of the Company. | |||
Resolution 5 - THAT PricewaterhouseCoopers CI LLP be re-appointed as auditors of the Company. | |||
Resolution 6 - THAT the Directors be authorised to fix the remuneration of the auditors. | |||
Resolution 7 - THAT the Company generally be and is hereby authorised for the purposes of section 315 of the Law to make one or more market acquisitions (as defined in the Law) of ordinary shares in the capital of the Company. |
Unless otherwise instructed the proxy may vote as he thinks fit or abstain from voting.
Signed this……………….day of……………………………..2013
Signed……………………………………
Please return this form to:
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or
Bordeaux Services (Guernsey) Limited, P O Box 466, St Peter Port, Guernsey, GY1 6AW
Notes to the Proxy
1. Where no instruction is given, either generally or in relation to any resolution, your proxy may vote at his or her discretion or refrain from voting as he or she sees fit. The Chairman of the meeting will decide any unclear voting instructions he receives. His decision will be final.
2. Changes to written proxy voting instructions for the Chairman must be made in writing and signed by the shareholder. The voting instruction received last (but not later than 48 hours before the time of the meeting) will be the one that is followed. The Chairman's decision concerning changes to proxy voting will be final. Alternatively, shareholders wishing to change their proxy voting instructions may do so by attending the meeting and voting in person.
Related Shares:
Juridica Investments